Obligations of the Seller. The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2024-B Exchange Note or any 2024-B Lease or 2024-B Vehicle allocated to the 2024-B Reference Pool.
Obligations of the Seller. The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2012-A Exchange Note or any 2012-A Lease or 2012-A Vehicle allocated to the 2012-A Reference Pool.
Obligations of the Seller. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.
Obligations of the Seller. The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Mortgage Loan.
Obligations of the Seller. The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 20[__]-[_] Exchange Note or any 20[__]-[_] Lease or 20[__]-[_] Vehicle allocated to the 20[__]-[_] Reference Pool.
Obligations of the Seller. The Seller agrees with the Underwriters, for the sole and exclusive benefit of each such Underwriter, each such Underwriter's officers and directors and each person controlling such Underwriter within the meaning of the Securities Act, and not for the benefit of any assignee thereof or any other person or persons dealing with such Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Underwritten Certificates from the Depositor, to indemnify and hold harmless each Underwriter against any failure by the Depositor to perform its obligations to the Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to any Underwriter pursuant to Sections 8 and 14 (with respect to the survival of indemnities) hereof. In the case of any claim against the Seller by any Underwriter, any officer or director of any Underwriter or any person controlling any Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any proceedings against the Depositor.
Obligations of the Seller. The Seller agrees with the Representative and each of the Underwriters, for the sole and exclusive benefit of the Representative and each such Underwriter, the Representative and each such Underwriter's officers and directors and each person controlling the Representative and each such Underwriter within the meaning of the Act, and not for the benefit of any assignee thereof or any other person or persons dealing with such Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Series of Notes under the related Terms Agreement from the Depositor, to indemnify and hold harmless the Representative and each Underwriter against any failure by the Depositor to perform its obligations to the Representative and the Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the Representative or any Underwriter pursuant to Section 7 hereof. In the case of any claim against the Seller by the Representative or any Underwriter, any officer or director of the Representative or any Underwriter or any person controlling the Representative or any Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any procedures against the Depositor. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between the Depositor and the Underwriter, upon the Underwriter's execution of any related Terms Agreement, in accordance with its terms. Very truly yours, FIELDSTONE MORTGAGE INVESTMENT CORPORATION, as Depositor By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx --------------------------------- Name: Xxx Xxxxxxx Title: Authorized Signatory BEAR, XXXXXXX & CO. INC. By: /s/ Xxxxxxx Xxxxxxx -------------------------------- Name: Xxxxxxx Xxxxxxx Title: Senior Managing Director [Signature Page One to Fieldstone 2005-2 Underwriting Agreement] CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxx Xxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxx Title: Director XXXXXX BROTHERS INC. By: /s/ Xxxxx Xxxxxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxxxxx Title: Managing Director [Signature Page Two to Fieldston...
Obligations of the Seller. 4.1 On or prior to the First Transfer Date, the Seller shall deliver to the Custodian (a) for safekeeping separate irrevocable powers of attorney in favour of the Guarantor or its nominee substantially in the form contemplated by Section 7.5 of the Mortgage Sale Agreement and duly executed by the Seller and each applicable Originator, and (b) an opinion of counsel to the Seller confirming that such powers of attorney are (i) valid and enforceable against the Seller or the applicable Originator, as the case may be, and
Obligations of the Seller a) To ensure that prior to the signing of this Contract, the Seller has obtained bank guarantee by a commercial bank capable of providing guarantee to secure financial obligations of the Seller against the Buyer in case the Seller cannot hand over the apartment in accordance with the schedule agreed with the Buyer. The Seller shall provide the Buyer with a copy of the bank guarantee contract, which has been signed between the Seller and a qualified commercial bank at the time of signing this Contract.
b) To provide the Buyer with accurate information about the Project and attach herewith: 01 (one) floor design drawing of the Xxxxxxxxx, 00 (one) floor design drawing of the floor on which the Apartment locates, 01 (one) floor design drawing of Apartment Building which have been approved and other legal documents related to the Apartment;
c) To provide the information related to the construction schedule and the use of advance payment and to carry out the actual inspection on construction site upon Buyer’s request;
d) To build the Apartment Building and infrastructure works in accordance with the approved master plan, contents of approved project document and the approved schedule to ensure that the Buyer can use and live normally in the Apartment when it is handed over;
Obligations of the Seller. Seller hereby acknowledges the assignment and assumption of the rights and obligations of REI under the Purchase Agreement by the Assignee. Seller further acknowledges and affirms that the representations, warranties, covenants and agreements of Seller contained in the Purchase Agreement, including without limitation, the obligation to indemnify the REI Indemnified Parties shall inure to the benefit of the Assignee to the same extent as though the Assignee were a party to the Purchase Agreement.
